Sec Form 4 Filing - Bossidy Paul T @ RADIAN GROUP INC - 2014-07-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bossidy Paul T
2. Issuer Name and Ticker or Trading Symbol
RADIAN GROUP INC [ RDN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President of Clayton Holdings
(Last) (First) (Middle)
RADIAN GROUP INC., 1601 MARKET ST
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2014
(Street)
PHILADELPHIA, PA19103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option - Performance Award $ 15.44 07/01/2014 A 15,520 ( 3 ) 06/17/2017( 3 ) 06/17/2024 Common Stock 15,520 ( 3 ) ( 2 ) 15,520 ( 3 ) D
Restricted Stock Units -Performance Award (stock settled) $ 0 ( 1 ) 07/01/2014 A 39,960 ( 4 ) ( 5 ) 06/17/2014( 6 ) ( 2 ) Common Stock 39,960 ( 4 ) ( 5 ) ( 2 ) 39,960 ( 4 ) ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bossidy Paul T
RADIAN GROUP INC.
1601 MARKET ST
PHILADELPHIA, PA19103
President of Clayton Holdings
Signatures
Edward J. Hoffman /s/, Edward J. Hoffman as Power of Attorney 07/08/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Stock Unit represents a contingent right to receive one share of Radian Group Inc. common stock.
( 2 )Not Applicable.
( 3 )Non-Qualified Stock Options: Vesting is 50% on or after June 17, 2017 and 50% on or after June 17, 2018, provided that Radian's common stock has closed at least 25% above the exercise price of the option for 10 consecutive trading days ending at any point on or after June 17, 2017.
( 4 )Performance Based Restricted Stock Units ("RSUs"): Vesting occurs on June 17, 2014, with a potential payout ranging from 0% to 200% of the target award based on Radian's absolute and relative total stockholder return ("TSR") over the three year performance period which began on June 17, 2014, subject to a maximum cap (the "Maximum Cap") of 6 times the value of award on the grant date. Radian's relative TSR will be measured against the median TSR of a peer group consisting of the companies listed on the NASDAQ Financial - 100 Index and MGIC Investment Corproration, NMI Holdings Inc. and Essent Group Ltd. Radian's absolute TSR will be applied to determine the maximum number of RSUs that may be awarded, with the grantee being eligible to receive a target payout only if Radian achieves an absolute TSR of at least 25% and a maximum payout of 200% of target only if Radian achieves an absolute TSR of at least 75%. TSR is measured generally as the change in market value of common stock during the performance period, plus dividends, as measured by comparing (x) the 20 day average trading price preceding and including June 17, 2014, to (y) the 20 day average trading price preceding and including the last day of the performance period, June 17, 2017. The RSUs have no voting or dividend rights.
( 5 )The number of RSUs reported (39,960) represents the target award. As discussed in Footnote 4 above, at the end of the performance period the grantee may earn between 0% and 200% of the target award, subject to the Maximum Cap, based on the relative and absolute performance of Radian's TSR.
( 6 )Reflects vesting date of award.

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